Governing Documents - Kentucky Heartwood Bylaws
ARTICLE I. PURPOSE
Section 1. to promote the health and well being of native public forests and other wildlands in Kentucky
Section 2. to contribute to the integrity, stability, and beauty of the biotic community.
Section 3. to conduct research and other scientific inquiry.
Section 4. to publish and otherwise disseminate information
Section 5. to serve the public interest
Section 6. to engage in all such legal activities as may be deemed necessary by the Council (Board of Directors) in pursuit of these and other goals.
Section 7. The corporation is organized exclusively for educational, scientific, literary, charitable purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501( c )( 3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.
Section 8. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in it its Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 9. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501( c )( 3) of the Internal Revenue Code, or corresponding section of any future United States Internal Revenue law.
Section 10. Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organization or organizations established and operated exclusively for charitable, educational, or scientific purposes that qualify as an exempt organization or organizations under Section 501( c )( 3 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Council shall determine. Any such assets
not so disposed of shall be disposed of by a court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II. OFFICES
Section 1. The principal office of the corporation in the State of Kentucky shall be located in the commonwealth of Kentucky. The corporation may have such offices as the Council may determine or as the affairs of the corporation may require from time to time.
Section 2. The corporation shall have and continuously maintain in the State of Kentucky a registered office, and a registered agent, consistent with applicable provisions of the laws of the State of Kentucky governing nonprofit corporations. The registered office may be, but need not be, identical with the principal office in the State of Kentucky, and the address for the registered office may be changed from time to time by the Council .
ARTICLE III. COUNCIL (BOARD OF DIRECTORS)
Section 1. The Council shall have full responsibility for managing and supervising the affairs of the corporation.
Section 2. Membership on the Council shall be limited to no fewer than three (3), and no more than seventeen (17) members, consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 3. Membership on the Council shall be limited to members in good standing of the corporation, as provided for in Article V of these Bylaws.
Section 4. Membership on the Council shall be determined by the Council. However this in no way limits the authority of the Council to determine, from time to time, by resolution or by amendment to the Bylaws, the method by which such members shall be selected.
Section 5. The Council , in its selections, shall endeavor to ensure adequate representation to the various regions of Kentucky, to the interests of the various members of the corporation, to appropriate expertise, experience or ability, or such other qualifications as the Council may, from time to time, find necessary for the conduct of the business of the corporation, consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 6. Members of the Core Council shall serve terms of two years with a limit of three consecutive cycles (6 years total). Members may serve additional terms after a one election cycle break (one year).
Section 7. The Council shall hold an annual meeting, either within the state of Kentucky or elsewhere, generally to be held in March of each year. Business to be conducted at this meeting shall include, but not be limited to, annual reports and elections to the Board.
Section 8. The Council shall hold from time to time throughout the year such other meetings either within the State of Kentucky or elsewhere, as are deemed necessary for the conduct of the business of the corporation.
Section 9. A good faith effort to notify each member of the Council of such meetings shall be made by written notice delivered personally, sent by mail, or delivered by facsimile transmission, e-mail, telephone or other means in a timely fashion, but at least fourteen (14) days in advance of any meeting.
Section 10. To the extent possible, the Council will work to achieve consensus in all decisions. In cases where consensus is not possible, minority positions will be given an opportunity to present their case and to register a dissenting opinion. In no case will a decision be made by less than an absolute majority of the quorum of current Council members. This section shall not limit the ability of the officers of the corporation to conduct the day-to-day business of the corporation pursuant to ARTICLE IV, of these Bylaws.
Section 11. Consistent with Section 10 above, a member of the Council may be removed by an affirmative vote of ¾ of the quorum of the Council whenever the best interests of the corporation would be served thereby. A Director threatened with removal shall be notified of such intent and the reasons given for the proposed removal and shall have the right to respond to charges and to present a defense.
Section 12. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by a sufficient number of the Directors for such purposes, but in no case less than a majority of the quorum of the current Council members.
Corporation business may also be conducted by means of conference telephone call or other electronic communication among the Council without Council members assembling in one location.
Section 13. The Council shall have authority from time to time to delegate certain aspects of management control to officers, committees, employees, or agents of the corporation, or to a vote of the general membership, so long as the overall management of corporation affairs remains under Council jurisdiction. Delegated authority may not include significant actions including but not limited to the power to appoint or remove members, amend Bylaws or Articles of Incorporation, or adopt a plan of merger, consolidation or dissolution.
Section 14. Directors shall not receive a salary for their service, but by resolution of the Council a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, or otherwise and receiving just compensation therefore.
Section 15. A quorum shall be 60% of current total Council members.
Section 16. Indemnification Clause:
The organization shall indemnify, to the fullest extent permitted by law, any director, officer, employee, or agent of the organization, or any former director, officer, employee, or agent, against all liabilities, expenses, and costs (including reasonable attorney's fees), judgments, fines, and amounts paid in settlement that result from any claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) to which they are made a party by reason of their service to or on behalf of the organization.
The organization shall have the authority to advance expenses incurred in defending any such claim, action, suit, or proceeding, provided that such person undertakes to repay such expenses if it is later determined that they are not entitled to indemnification under this provision.
This indemnification clause shall be deemed to be a contract between the organization and each individual covered by this clause. The indemnification rights provided herein shall not be deemed exclusive of any other rights to which the individuals may be entitled under any other bylaw provision, agreement, vote of members, or otherwise.
The determination of whether an individual is entitled to indemnification under this clause shall be made by the Board of Directors in good faith, or if a quorum of disinterested directors is not available, by independent legal counsel in a written opinion.
ARTICLE IV. OFFICERS
Section 1. The officers of the corporation shall include a president, a secretary, and a treasurer, and such other officers as may be designated and elected by the Council in accordance with the provisions of this Article. The exact titles of these and other positions shall be determined by the Council. The Council shall have the authority to appoint or elect all such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Council, consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 2. Officers should be members of the Council. All officers must be members in good standing of the corporation pursuant to ARTICLE V of these Bylaws.
Section 3. A person may not hold more than one office, except that the same person may serve as both president and secretary.
Section 4. The president shall preside over all meetings of the Board and may vote on any issue before the Board. The President may inspect the financial records of the organization at any time. In the absence of the Treasurer, the President shall review all financial reports to governmental or philanthropic entities as needed. In the absence of the Treasurer, the President is required to submit or oversee to the Board a financial report at least quarterly or a special meeting called for that purpose.
Section 5. The secretary shall be responsible for the keeping, maintaining and distributing to all parties so designated by the Council to receive them, minutes of all meetings of the Council or of the members. The secretary shall have the authority to designate one or more official minute takers for each such meeting, whether the secretary is able to attend that meeting or not. The secretary shall perform all duties incident to the office of secretary and such other duties as from time to time shall be assigned to the secretary by the president or by the Council, consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 6. The treasurer shall review all financial reports required from time to time by governmental and philanthropic entities. The Treasurer may inspect and require the production of financial reports at any time. The Treasurer is required to submit or oversee the submission of a financial report to the Council from time to time throughout the year at the direction of the Council.
The treasurer shall perform all duties incident to the office of treasurer and such other duties as from time to time shall be assigned to the treasurer by the president or by the Council, consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 7. Officers of the corporation shall be elected in accordance with ARTICLE III, section 10, of these Bylaws, at the annual meeting of the Council, or at such other meeting of the Council as shall be specified by the Council.
Section 8. Officers shall serve one year, renewable terms, and shall be subject to the same removal procedures as set forth for members of the Council in ARTICLE III, Section 11, provided that such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 9. Officers may receive compensation for services rendered as may be deemed appropriate by the Council consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporation.
Section 10. A vacancy in any office for whatever reason may be filled by the Council for an unexpired portion of the term.
ARTICLE V. MEMBERS
Section 1. The corporation shall have only one (1) class of members. A membership may be held by more than one person, a family, a group, an organization or a business. All such entities paying annual dues as specified from time to time by the Council shall be considered members of the corporation and shall be entitled to all rights and privileges of membership as determined by the Council from time to time consistent with other applicable provisions of the Articles of Incorporation, these Bylaws and the laws of the State of Kentucky governing nonprofit corporations.
Section 2. All members in good standing of the corporation shall be entitled to participate in an annual event of the membership at a time and place to be specified by the Council and which is posted no less than twenty-eight (28) days in advance of the annual membership event..
Section 3. Consistent with ARTICLE III, Section 11, the Council may suspend or expel a member whenever the best interests of the corporation would be served thereby, by an affirmative vote of three fourths (3/4) of the quorum of the Council. A member threatened with removal shall be notified of such intent and the reasons given for the proposed removal, and shall have the right to respond to charges and to present a defense.
Section 4. Membership in the corporation is not transferable.
ARTICLE VI. THE CORPORATE NAME
Section 1. The official legal name of the corporation shall be Kentucky Heartwood, Incorporated, though in most instances the name Kentucky Heartwood alone shall be sufficient and shall be understood to be identical to Kentucky Heartwood, Incorporated.
Section 2. The Council shall have sole authority to designate who may represent or otherwise speak or act on behalf of Kentucky Heartwood.
Section 3. Kentucky Heartwood does not condone or sanction the use of Kentucky Heartwood name by any group or individual engaging in any illegal actions in pursuit of the goals of the corporation.
ARTICLE VII. LIMITATIONS
Nothing in these Bylaws shall limit the ability of the corporation to engage in activities not specifically prohibited by the Articles of Incorporation these Bylaws, or the laws of the State of Kentucky governing nonprofit corporations.
ARTICLE VIII. AMENDMENTS TO BYLAWS
Consistent with ARTICLE III, Section 10, these Bylaws can be amended by a three fourths (3/4) affirmative vote of the quorum of the Council.
Bylaw revisions were discussed and approved 7-20-23